Transkript

1 FINAL TERMS DATED 26 JUNE 2015 Series No. DDBO 546 B Tranche No. 1 DANSKE BANK A/S EUR 5,000,000,000 Structured Note Programme Issue of DDBO 546 B Europa Tillväxt ISIN SE Any person making or intending to make an offer of the Notes may only do so: (i) in those Non-exempt Offer Jurisdictions mentioned in Paragraph 15 (Terms and Conditions of the Offer) of Part B below, provided such person is of a kind specified in that paragraph and that the offer is made during the Offer Period specified in that paragraph; or (ii) otherwise, in circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or to supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer. Neither the Issuer nor any Dealer has authorised, nor do they authorise, the making of any offer of Notes in any other circumstances. The expression Prospectus Directive means Directive 2003/71/EC as amended (which includes the amendments made by Directive 2010/73/EU to the extent that such amendments have been implemented in a relevant Member State of the European Economic Area). PART A - CONTRACTUAL TERMS Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Base Prospectus dated 23 June 2015 (the Base Prospectus ) for the purposes of the Prospectus Directive. This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with such Base Prospectus. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of this Final Terms and the Base Prospectus. A Summary of the Notes (which comprises the Summary in the Base Prospectus, as amended to reflect the provisions of this Final Terms), is annexed to this Final Terms. The Base Prospectus and this Final Terms is available for viewing at and copies may be obtained from the Central Bank of Ireland s website at 1. Issuer: Danske Bank A/S 2. (i) Series Number: DDBO 546 B (i) Tranche Number: 1 (ii) Date on which the Notes will be consolidated and form a single Series: Not Applicable 1

5 30. Call Option Not Applicable 31. Put Option Not Applicable 32. Early Redemption (i) Early redemption for tax reasons: Applicable (ii) Notice Period relating to early redemption for tax reasons: Minimum Period: 15 days Maximum Period: Not Applicable (iii) Early Redemption Amount payable (a) on redemption for taxation reasons or (b) on an illegality or (c) on an Event of Default or (d) in the case of Reference Item-Linked Notes, following an early redemption pursuant to the provisions of the relevant Reference Item Schedule: (iv) Early Redemption Amount includes amount in respect of interest: As set out in the General Conditions Not Applicable 33. Autocall Early Redemption: Not Applicable 34. Final Redemption Amount The Final Redemption Amount shall be the Reference Item-Linked Redemption Amount as specified in item 36 below 35. FX Principal Conversion: Not Applicable 36. Reference Item-Linked Redemption Provisions Applicable. The Notes are Equity-Linked Redemption Notes (i) Final Redemption Amount: The Final Redemption Amount for the purposes of General Condition 6.1 (Scheduled redemption) is the Reference Item-Linked Redemption Amount, being the: Call Redemption Amount (ii) Provisions relating to Relevant Principal Amount: Not Applicable (iii) Provisions relating to Nth Performance: Not Applicable (iv) Call Redemption Amount: Applicable: Redemption Payout Condition 4 (Call Redemption Amount) applies 5

6 (A) Strike: 100% (B) Participation Rate (PR): Indicatively 135 % (lowest 120 %). To be determined by the Issuer no later than on the Issue Date (C) Performance Floor: 0 % (D) FX Option Conversion: Not Applicable 37. Redemption Valuation Provisions (i) Initial valuation to determine Reference Item Initial i : Applicable Initial Valuation Date: 25 August 2015 Adjustment provisions: In the event of a Disrupted Day/Market Disruption Event: (ii) Final Valuation to determine Reference Item Final i : Final Averaging Dates: Postponement applies Applicable As set out in the table below: t Final Averaging Dates 1 25 August September October November December January February March April May June July August

7 Adjustment provisions: In the event of a Disrupted Day/Market Disruption Event: Postponement applies (iii) FX valuation: Not Applicable GENERAL PROVISIONS APPLICABLE TO THE NOTES 38. Form of Notes: VP Systems Notes issued in uncertificated and dematerialised book entry form. See further item 13 of Part B below 39. New Global Note form: Not Applicable 40. Applicable Business Centre(s): Stockholm 41. Business Day Convention: Following Business Day Convention 42. Applicable Financial Centre(s) or other special provisions relating to Payment Business Days: Stockholm 43. Notices to be published on: 44. Talons for future Coupons to be attached to Definitive Notes: 45. Name and address of the Calculation Agent: No Danske Bank A/S, Holmens Kanal 2-12, 1092 Copenhagen K, Denmark THIRD PARTY INFORMATION Relevant third party information has been extracted from Bloomberg. The Issuer confirms that such information has been accurately reproduced and that, so far as it is aware and is able to ascertain from information published by Bloomberg, no facts have been omitted which would render the reproduced information inaccurate or misleading.] Signed on behalf of the Issuer: By: Duly authorised By: Duly authorised CC: Citibank, N.A., London Branch as Fiscal Agent 7

8 PART B - OTHER INFORMATION 1. Listing and Admission to Trading (i) Listing: The NASDAQ OMX Stockholm AB (ii) Admission to trading: Application has been made for the Notes to be admitted to trading on the NASDAQ OMX Stockholm AB with effect from 8 September 2015 (iii) Estimate of total expenses related to admission to trading: SEK 31,500 (iv) Market Making: Not Applicable 2. Interests of Natural and Legal Persons involved in the Issue/Offer Save as discussed in the Subscription and Sale section of the Base Prospectus, so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer 3. Reasons for the Offer, Estimated Net Proceeds and Total Expenses (i) Reasons for the offer: As set out in the Use of Proceeds in the Base Prospectus 4. Performance of Basket of Underlying Equities, explanation of effect on value of investment and associated risks and other information concerning the Basket of Underlying Equities: (Equity-Linked Notes only) The Call Redemption Amount of the Note issued at 10 % above par, is linked to the performance of the underlying basket of stocks. The performance is determined as the weighted average performance of the underlying stocks, (including the 13 monthly fixings at the end of the maturity) multiplied with the Participation Rate (to be determined on the Trade Date and subject to a minimum of 120 %). If the weighted average performance of the basket (including the 13 monthly fixings at the end of the maturity), is positive, the Notes will redeem at a price above par. If the weighted average performance (including the 13 monthly fixings at the end of the maturity), is negative, the Notes will redeem at par. The market value of the Notes during their term may fluctuate and if the Notes are sold in the secondary market prior to maturity they might have to be sold at a substantial loss. Investors should therefore be willing to hold the Notes to maturity. Investors cannot be certain that there will be a secondary market for the Notes and the Notes are not expected to be traded every day. Even if such a market did exist, there is no assurance that the market would operate efficiently, or that the price of the Notes would reflect a theoretical or fair price. If the Issuer is obliged to redeem the Notes early, due to change in Tax or Legal aspects prohibiting the Notes, or in the event of the Issuer defaulting on its debt, the Notes may be redeemed in accordance with the Conditions at their Early Redemption Amount (see item 32 of the Final Terms). If the Notes are redeemed early, there might be redeemed at a substantial loss. There is a risk that an investor may lose some or all of 8

9 the value of its investment. Thus the partial principal protection does not apply, if the Notes are redeemed early. Finally the redemption payment of the Note is dependent upon the Issuer being able to meet its obligation on the Maturity Date. If the Issuer is not able to meet its obligation, investor may lose part of or all of the invested amount. The Share Basket contains the following stocks (as set out in item 17 of the Final Terms). The description of the companies in the below is taken from Bloomberg. Additional information about the Shares can be found by the following links below: Allianz SE, DE , Allianz SE, through subsidiaries, offers insurance and financial services. The Company offers property and casualty, life and health, credit, motor vehicle and travel insurance, and fund management services. Centrica PLC, GB00B033F229, Centrica PLC is an integrated energy company offering a wide range of home and business energy solutions. The Company sources, generates, processes, stores, trades, saves and supplies energy and provides a range of related services. GlaxoSmithKline PLC, GB , GlaxoSmithKline PLC is a research-based pharmaceutical company. The Company develops, manufactures, and markets vaccines, prescription, and over-the-counter medicines, as well as health-related consumer products. GlaxoSmithKline provides products for infections, depression, skin conditions, asthma, heart & circulatory disease, and cancer. HSBC Holdings PLC, GB , HSBC Holdings plc is the holding company for the HSBC Group. The Company provides a variety of international banking and financial services, including retail and corporate banking, trade, trusteeship, securities, custody, capital markets, treasury, private and investment banking, and insurance. The Group operates worldwide. Roche Holding AG, CH , Roche Holding AG develops and manufactures pharmaceutical and diagnostic products. The Company produces prescription drugs in the areas of cardiovascular, infectious, autoimmune, and respiratory diseases, dermatology, metabolic disorders, oncology, transplantation, and the central nervous system. DEUTSCHE TELEKOM, DTE GY equity, DE , Deutsche Telekom AG offers telecommunications services. The Company offers a full range of fixed-line telephone services, mobile communications services, Internet access, and combined information technology and telecommunications services for businesses. SCOR, SE FR , SCOR SE offers life, accident, property/casualty, health, and special needs reinsurance. The Company offers services through subsidiaries in Europe, the Americas, Asia, and Africa. SCOR also holds real estate investments. ENI SPA, ENI im equity, IT , 9

10 Eni S.p.A. explores for and produces hydrocarbons in Italy, Africa, the North Sea, the Gulf of Mexico, Kazakhstan, and Australia. The Company both produces natural gas and imports it for sale in Italy and elsewhere in Europe. Eni transports natural gas in pipelines. The Company generates and trades electricity, refines oil, and operates gasoline service stations. Swisscom AG, CH , Swisscom AG operates public telecommunications networks and offers network application services. The Company provides local, long-distance, and mobile telephone services, integrated voice and data digital services, network solutions to national and international telecommunications operators, and Internet access services, and owns and operates pay telephones. ZURICH INSURANCE, CH , Zurich Insurance Group AG provides insurance-based financial services. The Company offers general and life insurance products and services for individuals, small businesses, commercial enterprises, mid-sized and large corporations, and multinational companies. Historic performance of the Basket of Stocks (Aktiekorg Europa Tillväxt) (index=100 on 4 June 2010): Source: Bloomberg The graph above describes the indexed development since 4 June It should be observed that the historical development is no guarantee or forecast. The reference index is OMX Index. Historic performance of each of the 10 Stocks (index=100 on 4 June 2010): 10

11 Source: Bloomberg The graph above describes the indexed development of the individual stocks in the basket since 4 June It should be observed that the historical development is no guarantee or forecast. Post-issuance information The Issuer intends to provide post-issuance information to the buyer of the Notes regarding the final Participation Rate and the Strike Price of the respective share in the share basket. Further, the issuer intends to publish the development on the share basket on a monthly basis on its homepage (currently on 5. Operational Information: ISIN Code: SE Common Code: New Global Note intended to be held in a manner which would allow Eurosystem eligibility: Any clearing system(s) other than Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme and the relevant identification number(s): Not Applicable Euroclear Sweden, Euroclear Sweden identification number: The Issuer shall be entitled to obtain certain information from the register maintained by Euroclear Sweden for 11

12 the purpose of performing its obligations under the issue of VP Systems Notes Delivery: Names and addresses of additional Paying Agent(s) (if any): Delivery against payment Not Applicable 6. Distribution (i) Name and address of Dealer: Not Applicable (ii) Total commission and concession: Structuring fee of approximately to 1.00 per cent. per annum (i.e. total up to 3.00 per cent.) of the Aggregate Principal Amount in accordance with prevailing market conditions on or about the start of the subscription period including but not limited to listing costs, hedging costs and any other costs arising or related to the administration of the Notes. Structuring fee is included in the Issue Price (iii) TEFRA Rules: Not Applicable (iv) Non-exempt Offer: Applicable (v) Non-exempt Offer Jurisdictions: Sweden Commission of up to 2.00 per cent. of the Aggregate Principal Amount. However, the minimum commission is SEK 250 for clients with a custody account with Danske Bank and SEK 300 for clients with a VP account. Clients that are subscribing online by using the Hembanken pays a commission of 2 % on the investment amount, without any minimum commission. Commission is not included in the Issue Price. (vi) Offer Period: From and including 29 June 2015 to and including 21 August Terms and Conditions of the Offer: Offer Price: Conditions to which the offer is subject: Issue Price The Issuer reserves the right to cancel, in the sole and absolute discretion of the issuer, the Issue of the Notes if (i) the Issuer receives subscriptions for Notes on an Aggregate Principal Amount of less than SEK 20,000,000, or (ii) the Issuer does not determine the Participation Rate to the lowest 120 %. Further, the Issuer has the right to cancel the offer and the subsequent issue of the Notes if in the sole and absolute discretion of the Issue, during the Offer Period, there is a domestic or international material change in 12

13 interest levels and/or the volatility in the underlying equities, an economic, financial, political or market related material change, which in the sole and absolute discretion of the Issuer makes the offering of Notes inexpedient. Description of the application process: Details of the minimum and/or maximum amount of application Description of possibility to reduce subscriptions and manner for refunding excess amount paid by applicants: Details of the method and time limits for paying up and delivering the Notes: During the Offer Period prospective investors may subscribe to the Notes during normal banking hours in Sweden. Further, during the Offer Period, prospective investors, with access to Danske Bank s online service Hembanken, may during the Offer Period subscribe via Hembanken also outside normal banking hours. The Notes may be subscribed in a minimum lot of one Note. There is no maximum amount of application. Not Applicable The Notes will be made available on a delivery versus payment basis. The Issuer expects that the Notes will be delivered to the investors respective book-entry securities account on or about the time of the Issue Date. Manner in and date on which results of the offer are to be made public: Procedure for exercise of any right of pre-emption, negotiability of subscription rights and treatment of subscription rights not exercised: Whether tranche(s) have been reserved for certain countries: Process for notification to applicants of the amount allotted and the indication whether dealing may begin before notification is made: Amount of any expenses and taxes specifically charged to the subscriber or purchaser: Name(s) and address(es), to the extent known to the Issuer, of the placers in the various countries where the offer takes place: After the Offer Period the results of the offer will be specified in the applicable Final Terms that will be published on the homepage of Danske Bank A/S on or about the Issue Date. Not Applicable Not Applicable Not Applicable Subscription fee or purchases fees up to 2.00 per cent being specified that the Issuer can waive such fees. None 13

14 SUMMARY Summaries are made up of disclosure requirements known as Elements. These Elements are numbered in Sections A E (A.1 E.7). This Summary contains all the Elements required to be included in a summary for the Notes and the Issuer. Because some Elements are not required to be addressed, there may be gaps in the numbering sequence of the Elements. Even though an Element may be required to be inserted in a summary because of the type of securities and issuer, it is possible that no relevant information can be given regarding the Element. In this case a short description of the Element should be included in the summary explaining why it is not applicable. Section A - Introduction and Warnings Element A.1 This summary should be read as an introduction to the Base Prospectus and the relevant Final Terms. Any decision to invest in any Notes should be based on a consideration of the Base Prospectus as a whole, including any documents incorporated by reference and the relevant Final Terms. Where a claim relating to information contained in the Base Prospectus and the relevant Final Terms is brought before a court in a Member State of the European Economic Area, the plaintiff may, under the national legislation of the Member State where the claim is brought, be required to bear the costs of translating the Base Prospectus and the relevant Final Terms before the legal proceedings are initiated. No civil liability will attach to the Issuer in any such Member State solely on the basis of this summary, including any translation hereof, unless it is misleading, inaccurate or inconsistent when read together with the other parts of the Base Prospectus and the relevant Final Terms or it does not provide, when read together with the other parts of the Base Prospectus and the relevant Final Terms, key information (as defined in Article 2.1(s) of the Prospectus Directive) in order to aid investors when considering whether to invest in the Notes. A.2 The Notes may be offered in circumstances where there is no exemption from the obligation under the Prospectus Directive to publish a prospectus (a Non-exempt Offer ). Offer period: The Issuer s consent referred to above is given for Non-exempt Offers of Notes during from and including 29 June 2015 to and including 21 August 2015 (the Offer Period ). Section B Issuer Element Title B.1 Legal and Danske Bank A/S (the Issuer ). 14

15 Commercial Name B.2 Domicile/ Legal Form/ Legislation/ Country of Incorporation The Issuer was founded in Denmark and incorporated on 5 October The Issuer is a commercial bank with limited liability and carries on business under the Danish Financial Business Act. The Issuer is registered with the Danish Commerce and Companies Agency and the Danish corporate registration number is B.4b Known trends affecting the Issuer and the industries in which it operates Not Applicable - There are no known trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on the Issuer s prospects for its current financial year. B.5 Description of the Group The Issuer is the parent company of the Danske Bank Group (the Group ). The Issuer is an international retail bank that operates in 15 countries with a focus on the Nordic region and with larger retail banking operations in Northern Ireland, Estonia, Latvia and Lithuania. B.9 Profit forecast or estimate B.10 Qualifications to audit report Not Applicable - No profit forecast or estimates have been made in the Base Prospectus. Not Applicable - No qualifications are contained in any audit report incorporated by reference in the Base Prospectus. B.12 Selected historical key financial information (DKK millions) Twelve months ended 31 December 2014 Twelve months ended 31 December 2013 Income statement: Total income 43,866 39,740 Operating expenses 22,641 23,794 Goodwill impairment charges 9,099 - Loan impairment charges 2,788 4,111 Profit before tax, core 9,338 11,836 Profit before tax, non-core (1,503) (1,777) Profit before tax 7,835 10,059 Tax 3,989 2,944 Net profit for the year 3,846 7,115 Balance sheet: Loan and advances 1,563,729 1,536,773 Trading portfolio assets 742, ,722 Assets in non-core 32,329 41,837 Other assets 1,114, ,725 Total assets 3,453,015 3,227,057 Deposits 763, ,412 15

16 Bonds issued by Realkredit Danmark 655, ,196 Trading portfolio liabilities 550, ,183 Liabilities in non-core 4,950 17,476 Other liabilities 1,324,910 1,238,133 Total liabilities 3,299,895 3,081,400 Additional tier 1 etc. 5,675 - Shareholders equity 147, ,657 (DKK millions) First quarter ended 31 March 2015 First quarter ended 31 March 2014 Income statement: Total income 12,211 10,335 Operating expenses 5,437 5,432 Goodwill impairment charges - - Loan impairment charges Profit before tax, core 6,272 4,262 Profit before tax, non-core 90 (632) Profit before tax 6,362 3,630 Tax 1, Net profit for the period 4,951 2,812 Balance sheet: Loan and advances 1,605,022 1,558,948 Trading portfolio assets 800, ,906 Assets in Non-core 39,626 39,485 Other assets 1,226,438 1,008,879 Total assets 3,671,158 3,314,218 Deposits 826, ,700 Bonds issued by Realkredit Danmark 678, ,956 Trading portfolio liabilities 609, ,249 Liabilities in non-core 7,421 11,997 Other liabilities 1,390,420 1,358,499 Total liabilities 3,513,196 3,162,401 Additional tier 1 etc. 11,375 5,575 Shareholders equity 146, ,242 Statement of no material adverse change Description of significant changes to financial or trading position There has been no material adverse change in the prospects of the Issuer since 31 December 2014, the last day of the financial period in respect of which the most recently audited financial statements of the Issuer have been prepared. There has been no significant change in the financial or trading position of the Issuer or of the Issuer and its subsidiaries taken as a whole since 31 March 2015, the last day of the financial period in respect of which the most recent financial statements of the Issuer have been prepared. 16

17 B.13 Recent events materially relevant to an evaluation of the Issuer s solvency B.14 Dependence on other entities within the Group B.15 Principal activities B.16 Controlling shareholders B.17 Credit ratings assigned to the Issuer Not Applicable - There are no recent events particular to the Issuer which are to a material extent relevant to the evaluation of the Issuer s solvency. See Element B.5. Not Applicable The Issuer is not dependent on any other entities within the Group. The Group is the leading financial service provider in Denmark and one of the largest in the Nordic region measured by total assets as at 31 December 2014 (Source: Finansrådet (Danish Bankers Association)). The Group offers its customers in Denmark and in its other markets a broad range of services that, depending on the market, include services in banking, mortgage finance, insurance, trading, leasing, real estate agency and investment management. The Group has a leading market position in Denmark and is one of the larger banks in Northern Ireland and Finland. The Group also has significant operations in its other main markets of Sweden, Norway and the Baltics. Not Applicable The Issuer is not aware of any shareholder or group of connected shareholders who directly or indirectly control the Issuer. As at the date of the Base Prospectus, the Issuer has been rated by the following rating agencies: Moody s Investors Service Ltd. ( Moody s ), Standard & Poor s Credit Market Services Europe Limited ( S&P ) and Fitch Ratings Ltd ( Fitch ). The Issuer ratings are as follows: Moody s S&P Fitch senior unsubordinated long-term debt/long-term Issuer default rating senior unsubordinated short-term debt/short-term Issuer default rating A2 A A P-1 A-1 F1 Each of Moody s, S&P and Fitch is established in the European Union (the EU ) and is registered under Regulation (EC) No. 1060/2009 (as amended). A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency. No ratings have been or are expected to be assigned to the Notes at the request of or with the co-operation of the Issuer in the rating process. Section C Notes 17

18 Element Title C.1 XIII) Description of Notes/ISIN The Notes are Equity-Linked Redemption Notes.. The Series number is DDBO 546 B. The Tranche number is 1. The International Securities Identification Number (ISIN) is SE The Common Code is The Euroclear Sweden identification number is The calculation amount ( CA ) is 10,000.. C.2 Currency The Notes are denominated in SEK and the specified currency for payments in respect of the Notes is SEK. C.5 Restrictions on the free transferability of the Notes Transfers of Notes may be effected only through the book entry system and register maintained by the Euroclear Sweden. The Notes will be freely transferable, subject to the offering and selling restrictions of the United States, the European Economic Area, the United Kingdom, Denmark, Finland, Norway and Sweden and the laws of any jurisdiction in which the Notes are offered or sold. C.8 Rights attached to the Notes, including ranking and limitations on those rights The Notes have terms and conditions relating to, among other matters: Ranking The Notes will constitute direct, unconditional, unsubordinated and unsecured obligations of the Issuer and will rank pari passu without any preference among themselves and at least pari passu with all other unsubordinated and unsecured obligations of the Issuer, present and future save for certain mandatory exceptions provided by law, including those required as a result of the BRRD being implemented into Danish law. Taxation The Issuer shall not be liable for or otherwise obliged to pay any taxes which may arise in respect of the Notes and all payments made by the Issuer shall be made subject to any such taxes. Negative pledge and cross default The terms of the Notes will not have the benefit of a negative pledge or a cross-default. Events of default The terms of the Notes will contain, amongst others, the following events of 18

19 default: (i) default in payment of any principal or interest due in respect of the Notes, continuing for a period of 5 days after the date on which notice has been given to the Issuer; (ii) default in the performance or observance of any other obligation of the Issuer under the Notes and such default remains unremedied for 30 days after notice requiring remedy has been given to the Issuer; (iii) a legal process is levied or enforced or sued out upon or against any part of the assets of the Issuer which is material in its effect upon the operation of the Issuer and is not discharged or stayed within 60 days of having been so levied, enforced or sued out, (iv) events relating to the bankruptcy of the Issuer; and (v) the Danish Financial Supervisory Authority files a petition for the suspension of payments of the Issuer. Meetings The terms of the Notes will contain provisions for calling meetings of holders to consider matters affecting their interests generally. These provisions permit defined majorities to bind all holders, including holders who did not attend and vote at the relevant meeting and holders who voted in a manner contrary to the majority. Governing Law English law, except that the registration of the Notes in Euroclear Sweden AB shall be governed by Swedish law. C.11 Admission to trading Application has been made to the NASDAQ OMX Stockholm AB for the Notes to be admitted to trading on the NASDAQ OMX Stockholm AB. C.15 Description of how the value of the investment is affected by the value of the underlying instrument(s) The principal amount payable at maturity will be subject to a minimum redemption amount of 100 % of the calculation amount, subject as provided below. See also Element C.18 below. C.16 Maturity date and final reference date The maturity date is 10 September The final reference date is the final averaging date specified in Element C.18 below. C.17 Settlement procedure derivative securities of The Notes are cash settled Notes. C.18 Return on derivative The interest amounts (if any) and the redemption amount due at maturity are determined as follows: 19

20 securities Interest The Notes do not bear any interest. Early redemption See Taxation and Events of Default in Element C.8 above and Disrupted Days, Market Disruption Events and Adjustments below for information on early redemption in relation to the Notes. In addition, if the Issuer determines that performance of its obligations under the Notes or that any arrangements made to hedge its obligations under the Notes has or will become illegal in whole or in part as a result of compliance with any applicable present or future law (an illegality ), the Issuer may redeem the Notes early and, if and to the extent permitted by applicable law, will pay an amount equal to the early redemption amount in respect of each calculation amount. In the circumstances specified above, the early redemption amount payable on any such early redemption of the Notes will be an amount determined by the Calculation Agent which represents the fair market value of each calculation amount of the Notes on a day selected by the Issuer (in the case of an early redemption following an illegality, ignoring the relevant illegality), but adjusted (except in the case of an early redemption following an event of default) to account for losses, expenses and costs to the Issuer and/or its affiliates of unwinding any hedging and funding arrangements in respect of the Notes, provided that, for the purposes of determining the fair market value of each calculation amount of the Notes following an event of default, no account shall be taken of the financial condition of the Issuer which shall be presumed to be able to perform fully its obligations in respect of the Notes. Redemption at maturity Unless previously redeemed or purchased and cancelled, the Notes will be redeemed at their Final Redemption Amount on the Maturity Date. The maturity date is 10 September The Reference Item-Linked Redemption Amount shall be the Call Redemption Amount determined by reference to the following formula: For the purposes of the above: RPA + Reference Item Amount Reference Item Amount means an amount determined by reference to the following formula: 20

21 Where: CA x Max [Performance Floor, (PR x Call Performance)] x OFX Call Performance means the sum of the weighted Performances for each of the Reference Items MINUS Strike FX Option Conversion : Not Applicable, OFX = 1 FX Principal Conversion : Not Applicable, PFX = 1 Performance means, in respect of a Reference Item and the specified final averaging dates, the average price of such Reference Item on such specified final averaging dates DIVIDED BY the initial price of such Reference Item on the initial valuation date, expressed as a percentage Relevant Principal Amount ( RPA ) mean the CA multiplied by 100 % multiplied by PFX. Performance Floor = Zero PR = Indicatively 135 % (lowest 120 %) Strike = 100% Valuation initial valuation date = 25 August 2015 (subject to postponement) final averaging dates = 25 August 2017, 25 September 2017, 25 October 2017, 25 November 2017, 25 December 2017, 25 January 2018, 25 February 2018, 25 March 2018, 25 April 2018, 25 May 2018, 25 June 2018, 25 July 2018 and 25 August 2018 (subject to postponement) Disrupted Days, Market Disruption Events and Adjustments The terms and conditions of the Notes contain provisions, as applicable, relating to events affecting the Reference Item(s), modification or cessation of the Reference Item(s) and market disruption provisions and provisions relating to subsequent corrections of the level of the Reference Item(s) and details of the consequences of such events. Such provisions may permit the Issuer either to require the calculation agent to determine what adjustments should be made following the occurrence of the relevant event (which may include deferment of any required valuation or payment or the substitution of a substitute reference item) or to cancel the Notes and to pay an amount equal to the early redemption amount as specified above. 21

22 C.19 Exercise price/final reference price See Element C.18 above. C.20 Underlying The Reference Entities are specified under the heading Description of Reference Items in the Table below, being the type of Reference Item specified under the heading Classification in the Table below. Description Reference Items Allianz SE Centrica PLC GlaxoSmithKline PLC HSBC Holdings PLC Roche Holding AG of DEUTSCHE TELEKOM AG-REG SCOR SE Eni S.p.A. Swisscom AG Classification Equity Security Equity Security Equity Security Equity Security Equity Security Equity Security Equity Security Equity Security Equity Security Electronic Weight page ALV GY Equity 10% CNA LN Equity 10% GSK LN Equity 10% HSBA LN Equity 10% ROG VX Equity 10% DTE GY 10% Equity SCR FP Equity 10% ENI IM Equity 10% SCMN VX Equity 10% Zurich Insurance Group AG Equity Security ZURN VX Equity 10% Information relating to the Reference Entities is available from internationally recognised published or electronically displayed sources such as Bloomberg and any web-site of each Reference Entity/can be obtained from the electronic pages specified under the heading Electronic pages for such Reference Items in the Table above. Section D Risks Element Title D.2 Key risks specific to the Issuer In purchasing Notes, investors assume the risk that the Issuer may become insolvent or otherwise be unable to make all payments due in respect of the Notes. There is a wide range of factors which individually or together could result in the Issuer becoming unable to make all payments due in respect of the Notes. It is not possible to identify all such factors or to 22

23 determine which factors are most likely to occur, as the Issuer may not be aware of all relevant factors and certain factors which it currently deems not to be material may become material as a result of the occurrence of events outside the Issuer s control. The Issuer has identified in the Base Prospectus a number of factors which could materially adversely affect its business and ability to make payments due under the Notes. These factors include: the Group is exposed to a number of risks, the categories of which are credit risk, counterparty credit risk, market risk, liquidity risk, operational risk, insurance risk, and pension risk; regulatory changes could materially affect the Issuer s business; the Issuer will face increased capital and liquidity requirements as a result of the framework implementing, among other things, the Basel Committee on Banking Supervision s proposals imposing stricter capital and liquidity requirements upon banks in the EU; the implementation of a bank recovery and resolution directive or the taking any action under it could materially affect the value of any Notes; the Group may have to pay additional amounts under deposit guarantee schemes or resolution funds; and the Group may be affected by general economic and geopolitical conditions. D. 6 Key information on key risks specific to the Notes The Issuer believes that the factors summarised below represent the principal risks inherent in investing in the Notes, but the Issuer may be unable to pay amounts on or in connection with any Notes for other reasons which may not be considered significant risks by the Issuer based on information currently available to it and which it may not currently be able to anticipate. Notes may involve a high degree of risk. There are certain factors which are material for the purpose of assessing the market risks associated with investing in the Notes, which include, without limitation, the following: an active secondary market in respect of the Notes may never be established or may illiquid and this would adversely affect the value at which an investor could sell its Notes, if an investor holds Notes which are not denominated in the investor s home currency, it will be exposed to movements in exchange rates adversely affecting the value of its holding and the imposition of exchange controls could result in an investor not receiving payment on those Notes, the market value of the Notes will be affected by a number of factors independent of the creditworthiness of the Issuer, credit ratings assigned to the Issuer may not reflect all the risks associated with an investment in the Notes, the Notes may not be a suitable investment for all investors, because the VP Systems Notes are dematerialised securities, investors will have to rely on the clearing system procedures for transfer, payment and communication with the Issuer, taxes and expenses may be payable by holders in connection with 23

24 the Notes, there may be withholding under the EU Savings Directive, U.S. Foreign Account Tax Compliance Act withholding may affect payments on the Notes, the Hiring Incentives to Restore Employment Act withholding may affect payments on the Notes, the proposed financial transactions tax may apply in respect of certain dealings in Notes, the Terms and Conditions of the Notes contain provisions which may permit their modification without the consent of all investors, the value of the Notes could be adversely affected by a change in applicable laws or administrative practice, the Issuer has issued covered bonds and if any relevant claims in respect of these covered bonds are not met out of the pool of assets or the proceeds arising from it, any remaining claims will subsequently rank pari passu with the Issuer s obligations under the Notes. In addition, there are certain factors which are material for the purpose of assessing the risks relating to the structure of the Notes, which include, without limitation, the following: if the Issuer s obligations under the Notes become illegal, the Issuer may redeem the Notes. There are certain additional risks associated with Notes linked to the Reference Items: prospective investors in the Notes should understand the risks of transactions involving the Notes and should reach an investment decision only after careful consideration, with their advisers, of the suitability of the Notes in light of their particular financial circumstances, the information set forth in the Base Prospectus and the information regarding the Notes and the Reference Items to which the value of, or payments in respect of, the Notes relate. Fluctuations in the value and/or volatility of the Reference Items may affect the value of the Notes. Investors may risk losing their entire investment. Investors will have no claim against any Reference Item. Hedging arrangements of the Issuer may affect the value of the Notes and there may be conflicts of interest in respect of the Notes. Market disruptions or other adjustment events may occur in respect of the Reference Items which may result in valuations and/or payments being delayed, the Notes may be subject to adjustment (including, without limitation, that the relevant Reference Item may be substituted) or the Notes may be redeemed early. The Notes will represent an investment linked to the performance of the Reference Items and prospective investors should note that the return (if any) on their investment in the Notes will depend upon the performance of the Reference Items. D.6 Risk Warning THE AMOUNT PAID ON REDEMPTION OF THE NOTES MAY BE LESS THAN THE PRINCIPAL AMOUNT OF THE NOTES, TOGETHER WITH ANY INTEREST, AND MAY IN CERTAIN CIRCUMSTANCES BE ZERO. INVESTORS MAY LOSE THE VALUE OF THEIR ENTIRE INVESTMENT, OR PART OF IT, AS THE CASE MAY BE. Section E Offer Element Title E.2b Reasons for offer The net proceeds from each issue of Notes will be applied by the Issuer to 24

25 and use of proceeds when different from making profit and/or hedging certain risks E.3 Terms and conditions of the offer meet part of its general financing requirements. This issue of Notes is being offered in a Non-Exempt Offer in Sweden. The issue price of the Notes is 110 per cent. of their principal amount. The Issuer reserves the right to cancel, in the sole and absolute discretion of the issuer, the Issue of the Notes if (i) the Issuer receives subscriptions for Notes on an Aggregate Principal Amount of less than SEK 20,000,000, or (ii) the Issuer does not determine the Participation Rate to the lowest 120 %. Further, the Issuer has the right to cancel the offer and the subsequent issue of the Notes if in the sole and absolute discretion of the Issue, during the Offer Period, there is a domestic or international material change in interest levels and/or the volatility in the underlying equities, an economic, financial, political or market related material change, which in the sole and absolute discretion of the Issuer makes the offering of Notes inexpedient. E.4 Interests material to the issue/offer, including conflicting interests E.7 Expenses charged to the investor Not Applicable So far as the Issuer is aware, no person involved in the issue of the Notes has an interest material to the offer. The Issuer may charge a subscription fee (commission) of up to 2.00 per cent of the Aggregate Principal Amount. Commission is not included in the Issue Price. The Issue Price includes a structuring fee of approximately 1 per cent per annum (i.e. up to 3 per cent) of the Aggregate Principal Amount. 25

Item 6 - Resolution for preferential rights issue. The board of directors in Tobii AB (publ), reg. no. 556613-9654, (the Company ) has on November 5, 2016, resolved to issue shares in the Company, subject

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